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FSS > SEC Filings for FSS > Form 8-K on 2-May-2013All Recent SEC Filings

Show all filings for FEDERAL SIGNAL CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FEDERAL SIGNAL CORP /DE/


2-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

Federal Signal Corporation (the "Company") held its 2013 Annual Meeting of Stockholders on April 30, 2013. As of the record date, March 8, 2013, there were 62,398,530 shares of the Company's common stock issued and outstanding. The holders of 57,451,705 shares of common stock, 92.07% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy, and this amount represented a quorum. Set forth below are the final voting results for each of the three proposals submitted to a vote of the Company's stockholders at the meeting. The proposals are described in detail in the Company's definitive proxy statement filed March 18, 2013 (the "2013 Proxy Statement").

Proposal I.

The stockholders elected all of the Board's nominees for director. The voting
results were as follows:



                                                Withhold                      Broker
                                  For          Authority      Abstentions    Non-votes
    Charles R. Campbell         47,975,944        676,821         -           8,798,940
    James E. Goodwin            48,310,108        342,657         -           8,798,940
    Paul W. Jones               47,756,807        895,958         -           8,798,940
    Dennis J. Martin            48,201,630        451,135         -           8,798,940
    Richard R. Mudge            48,343,882        308,883         -           8,798,940
    William F. Owens            48,261,961        390,804         -           8,798,940
    Brenda L. Reichelderfer     48,341,285        311,480         -           8,798,940

Proposal II.

The stockholders, in an advisory vote, approved the named executive officer
compensation as disclosed in the Company's 2013 Proxy Statement. The voting
results were as follows:



                                                          Broker
                       For       Against   Abstentions   Non-votes
                    46,021,029   624,310    2,007,426    8,798,940

In accordance with the stockholder vote at our 2011 Annual Meeting of Stockholders, our stockholders will be provided with an opportunity to provide advisory approval of the Company's named executive officer compensation every year until the next required advisory vote on the frequency of such vote or until the Company's Board of Directors elects to implement a different frequency for such advisory vote. We are required to hold an advisory vote on frequency at least once every six years.

Proposal III.

The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2013. The voting results were as follows:

For Against Abstentions 56,941,887 379,623 130,195


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